Chapter Two  Going Back Home for the First Time

The train rattled and swayed as it careened across the countryside, the clanking of the wheels and the steady drumbeat of the conductor ponies' hooves forming a constant background of noise. In one of the passenger compartments, Rarity crouched on the seat, staring at the fields and orchards flying by without really seeing them.

The attempted burglary of her boutique had shocked the whole of Ponyville  the worst crimes that the small town usually saw were nothing worse than petty vandalism, shoplifting and occasional drunken brawls  but it had had a particular impact on the unicorn and her friends. None of them doubted that it was connected to Rarity's inheritance, in particular the strange tiara.

After a short discussion, they had agreed that something was badly amiss, and a trip to Hoofsmouth was in order if they wanted to get to the bottom of this thing. And so, while Twilight frantically gathered what references she had been able to find about the coastal town, and the rest of her friends busied themselves with the arrangements for the trip, Rarity confronted her parents with what had happened.

- - -

To say that the meeting had not gone well would have been the understatement of the century. Her mother, Coral, had gone deathly pale when told about the jewelry Rarity had received from her cousin, but at the mention of the mother-of-pearl tiara she became hysterical, stomping her hooves and screaming for Rarity to throw it away right now, and never talk about it again, ever! When she had began to lash out with her magic, throwing ornaments and knick-knacks across their living room, Rarity's father told her to go outside and wait for him on the porch.

Objectively speaking, Rarity knew she hadn't waited for more than quarter of an hour on the porch, but the time felt much, much longer. She tried not to listen, but could still hear the screams and sobs of her mother and the soft, calming voice of her father coming from the upstairs, interspersed with the occasional crashes and sounds of breaking glass.

Eventually, Liberty Bell had returned. He was looking haggard, his graying mane was a mess and there was a hoof-shaped bruise already darkening on the side of his neck. "I put your mother to sleep," he had said in a weary voice. "I had hoped I would never have to use that particular spell again."

Noticing his daughter's shocked expression, he chuckled; it was a dry, mirthless sound. "Oh, yes. I became quite an expert in sleep magic while your mother was carrying you. It was a trying time, for both of us." The stallion had sighed and shook his head, as if to drive away bad memories. "That's why we waited so long before trying for Sweetie Belle."

"I never knew," Rarity had said, giving her father a hug. A bad pregnancy would explain the considerable age difference between her and her sister. They sat silently for a while, before she hesitantly returned to the reason why she had come. "I need to know more about grandma Ocean, if I want to understand what is going on. Did you know her well, Daddy?"

Liberty Bell had laughed. "I only met her once, in Canterlot. Yes, she didn't come to the wedding... not that your mother would have let her! She was the nastiest, most unpleasant nag I've ever had the misfortune to know. She blamed me for 'stealing' her daughter away and, believe it or not, when Coral went to powder her nose, the old witch tried to bribe me to leave her, with a bag of pearls!"

"Ugh! That is truly horrible! I can see why Mommy did not talk about her much. Yet, there's something I don't understand, Daddy If Mommy hated grandma so much, why did she take me to Canterlot to see her so many times?" Rarity had asked.

"They had a deal going. Your mother would show you to her every few months, and in return she would never contact us or try to find out where exactly we lived. It went on until you got your cutie mark, then she lost interest in you." Liberty Bell's expression had turned dark as he continued. "I don't know what kind of a hold she had over Coral, but there must have been something. Your mother has never spoken much about her family and Hoofsmouth in general, and I have not pried. We've been happy to leave everything related to it behind. But now, you're going to travel there, aren't you Rarity?"

Rarity had nodded. "Yes, Daddy. Somepony broke into my home and tried to steal that tiara. I cannot ignore that; I have to find out who did it and why!" Her expression had softened as she noticed his anxiety. "Don't worry, Daddy, I'm not going alone. My friends are coming along, and between ourselves we can handle anything up to and including a fully-grown dragon, I'm sure." They'd sat there, leaning against one another, in silence for a while. "I think I should go upstairs and see Mommy before I leave "

For a moment, the unicorn wasn't sure what Fluttershy was talking about; she'd given her friends an abbreviated version of the meeting, just telling them that her mother had been distressed and couldn't really help them! Then the Pegasus continued: "I know you like to pamper Opal but she's a tough cat underneath. I set her leg myself, I'm sure she'll be much better by the time we return to Ponyville."

Rarity felt a pang of guilt for having completely forgotten about her beloved pet that had driven out the burglars. "Ah! Yes, poor, poor Opal," she said hurriedly. "Thank you so very much for helping with her; I owe you a huge favor for that, dear!"

Fluttershy blushed a little and looked away, but Rarity could see the smile on her face. They had grown to be good friends over the last year, and even the occasional hiccups like Fluttershy's unwanted flirt with fame had only served to strengthen the bond between them. In fact, the Pegasus was probably her best friend, Rarity thought as she looked around the compartment to check on the rest of her friends.

Applejack and Rainbow Dash were crouching on the opposite bench, too focused on their card game  some kind of poker, apparently  to pay attention to the rest of the ponies. Judging by the pile of chips in front of Applejack, and the scowl on Rainbow's face, the Earth pony was winning. Across the aisle, Twilight Sparkle had taken up an entire seat for herself and the pile of books she'd taken with her, making quick notes as she read on.

Opposite of Twilight, Pinkie Pie had also sprawled on across an entire bench, lying on her belly with her hooves crossed beneath her chin and her whole appearance unusually subdued. In fact, it had been Pinkie who'd had the most reservations about this trip, saying that the whole thing was 'eeeeeeerie' and uncanny. She had admitted that her Pinkie sense wasn't telling her anything, though, and eventually she had agreed to come along with her friends. Even so, it was still clear that the pink pony had her doubts.

With a satisfied chuckle, Applejack gathered all the chips in front of her, leaving Rainbow Dash glaring at her. "This isn't fair! You cheated!" the cyan pony groused.

"Did not! Ah bluffed, an' there's a world of difference there," Applejack said, grinning broadly. "So, Twi', have you figured out anything 'bout this Hoofsmouth place yet?" she asked, turning to look at the unicorn scholar.

"Well yes and no," Twilight said, letting her quill rest. "I guess now is as good a time to tell you what I've discovered so far, as any other. Hoofsmouth was founded in early 9th century, as another coastal base for the weather service. Besides the pegasi, plenty of Earth ponies and unicorns moved in, and for a while the town was flourishing. In the mid-800s, however, there were several stormy years in a row and things went bad. A lot of houses were knocked down, weather ponies were lost in the storms, and kelp harvests were ruined. The whole southern Equestria was hurt by the storms, and the Treasury couldn't afford to do much for Hoofsmouth. The town began to shrink as ponies left, looking for better living elsewhere."

"That happens sometimes," Applejack said with a little shake of her head. "There's more than one ghost town out on the Buffalo Ranges; not everypony does as good as my folks in Appleloosa."

"Yes, it's not a happy story, but there's nothing weird about it so far," Twilight said. "That started in 865, when something happened to all the pegasus ponies still living in Hoofsmouth. Some of them died, but most just vanished. The locals claimed that there had been an outbreak of pegasus pox, and that the vanished ponies had all left the town to avoid the disease." Both Rainbow Dash and Fluttershy shuddered, hugging their wings tighter against their bodies.

"Anyway, there was an inquiry, but apparently it was inconclusive," Twilight continued. "At least I haven't found any mention of the results. After that, no pegasi wanted to move into the town, and it seems that everypony just forgot about the place. The latest records are from about thirty year back, when there was a census in the southern shires. Apparently, there aren't more than a couple of hundred locals left, and the whole town is badly decayed. And that's just about all I have been able to find about it."

Rarity frowned. "Did you find anything about the Esoteric Order of Poseidon?" she asked, glancing quickly up to where her luggage sat on the overhead rack. She had left the rest of the jewels back home, but had packed the tiara with her, despite Twilight's protests. There was no way she was leaving it behind, where anyone could try to steal it away!

"Not really," Twilight said. "But I found mentions of Poseidon in the 'Prophecies and Predictions'. He's some kind of a mythical sea god, described as half dragon, half pony and half fish. Yes, Pinkie, I know that makes three halves, but it's what the book says! Anyway, dragons and water serpents have legends about him teaching them civilized ways in the ancient past, when the Princesses were young. He's supposed to sleep at the bottom of the ocean now. I don't understand how the people of Hoofsmouth would have even heard of him, let alone why they would name a magical order after him."

- - -

In the evening, they got off the train in Bridleboro. The small provincial town looked like any of the numerous similar settlements all over Equestria, with cozy-looking thatch-roofed houses, a handful of colorful stores, and plenty of outlying farms and market gardens, but the recently established Hoofington-Fillydelphia railway had brought with it some changes. The new hotel, right next to the railway station, was one of those; the blocky brick building looked like it would have fitted better in one of the big cities.

Their rooms were comfortable enough, though, and not even Applejack could grumble about the price. The six friends split up, with Rarity sharing a room with Fluttershy and Twilight  a plan which turned out less well than she had hoped. Instead of being kept awake by Applejack's snoring and whatever disruption Rainbow Dash and Pinkie Pie were sure to cause, she ended up having to threaten Twilight with a pillow before the other unicorn finally dimmed her horn and stopped reading.

That night, Rarity's dreams were odd and even less coherent than dreams usually were. At first she dreamed that she was back at the Grand Galloping Gala, wearing nothing but her grandmother's tiara and the rest of the jewels. All the nobles, even that lout Blueblood, were bowing deep down to her as she proudly trotted past, but she had an uncomfortable feeling that someone was walking right behind her and that they were paying homage to that pony. Yet no matter how she craned her neck or looked into the mirrors, she couldn't see anyone there.

Then the dream became more confusing. She saw herself, still wearing the tiara and walking through endless corridors of dripping wet, dark stone draped with seaweed and covered in barnacles, desperately looking for something or somepony very important that she didn't quite remember. Then she felt the rush of cold, moist wind in her face and heard a growing roar of water. Instead of turning and fleeing, she charged recklessly on, into the wall of dark water that was flooding the tunnels. The last coherent thing that she could remember upon waking was a fleeting glimpse of a great underwater city, made from the same odd black stone and green gold as her grandmother's jewels.

In the morning, they ate breakfast in the hotel's restaurant. Even though the food was good and plentiful, Rarity didn't have an appetite. She dismissed the odd, hollow feeling in her stomach as nothing but nerves; it was always like this when she set out on these cross-Equestrian trips with her friends, she told herself.

In fact, over the last year or so, Rarity had traveled more and farther than ever before in her life. Despite her urbane manners and carefully cultivated aura of cosmopolitan sophistication, the white unicorn had hardly set a hoof outside Ponyville except for the trips to Canterlot with her mother. Unlike Rainbow Dash and Fluttershy, who had grown up in the aerial metropolis of Cloudsdale, or Twilight, who was a Canterlot native, Rarity was as much a small town girl as Pinkie Pie or Applejack.

More so, actually, as Pinkie had wandered quite widely across the west-central Equestria between leaving her parents' rock farm and settling down as Cakes' apprentice in Ponyville, while Applejack had not just attended numerous far-flung Apple reunions but lived several months in Manehattan while still just a filly. In her heart of hearts, Rarity had to admit that a lot of the tension between her and the farmpony stemmed from her jealousy. It didn't seem fair that the pony who cared nothing for the glamor and glory of the high society and the stirring pace of the life in big city had the opportunity to experience it all, while she had to settle for her romance novels and fashion magazines...

"Ain't you had enough already, Pinkie? That's yer fourth plate of them pancakes," Applejack said in a tone of mixed amusement and exasperation, bringing Rarity out of her thoughts.

"But these are really, really good pancakes!" Pinkie said, lifting her muzzle from the plate she'd been licking clean. "I bet they only have evil muffins and eeeeerie pancakes in Hoofsmouth!"

The yellow-coated earth pony, who was pouring coffee for Rainbow Dash, flinched at the mention of Hoofsmouth, and only Dash's lightning reflexes kept her from being splattered with hot coffee. "Hey! Watch it!"

"I'm sorry, that was clumsy of me," the waitress pony said, hurriedly mopping up the puddle of coffee with napkins. "I just... Well, it's not my place to ask, or anything... But are you ladies going to Hoofsmouth?" she asked. The local ponies seated in the neighboring tables were also giving them a cautious look.

"Yes, we are," Twilight said, immediately seizing on the opportunity to find more about the town. "Why? Is there something wrong about it?"

"Uh... Well, I don't know anything, really. I've never been there," the waitress said, sounding tad nervous. "Almost nopony goes there, and those Hoofsmouth ponies mostly stay in their town, not bothering us. A few of them sometimes show up in the market, selling pearls and coral and sea shells, and buying tools and such. They're a queer-looking bunch, but I haven't heard of them causing any trouble here. You finished yet?"

- - -

The ponies at the general store, where Rarity and her friends picked up some last-minute supplies, reacted much like the waitress had done when they heard where they were going. They weren't hostile, as such, but neither were they helpful, answering Twilight's questions only grudgingly.

None of them admitted to having ever been to Hoofsmouth, and it was obvious they didn't like the town or its inhabitants. Despite this, none of them would give any clear reason for this dislike, although words like "unkempt", "weird", "smelly" and  most often  "queer-looking" were used to describe those few ponies from Hoofsmouth who visited Bridleboro every now and then.

One of the farmers turned out to be married to one of Applejack's distant relatives, and despite some grumbling agreed to loan them a cart, so they didn't have to carry their luggage all the way to Hoofsmouth. With Applejack hitched in front of the cart, and their saddlebags loaded into it, the six ponies set out towards the shunned town.

- - -

None of the locals had been willing to give directions to Hoofsmouth, and a few of them had claimed that they didn't have any idea where it was. Thankfully, Twilight had packed an old map she'd found during her research that showed the way.

At first, the six friends passed through ordinary Equestrian countryside with colorful, prosperous-looking farmhouses and well-tended fields. After a few miles, they left the farms behind and turned onto a narrow and little used road, scarcely more than a track, that led south.

As they approached the line of low, scrub-covered hills that separated Hoofsmouth from the rest of Equestria, the land became more and more drab and dreary. The trees were small and stunted, and the grass growing in the sandy soil was coarse. Only the thistles lining the road, and occasional thorn bushes, seemed to be flourishing.

Despite these inauspicious surroundings, Rarity felt a thrill as they started the final climb. There was a strange, salty smell in the wind, and the cries of the seagulls touched something in her heart. In some strange way, she felt almost like she was coming home for the first time.

"Oh, I'm so excited, darling," she said to Fluttershy who was walking besides the unicorn. "I'm sure Hoofsmouth won't be as bad as everypony has been saying. Rustic, yes, and maybe a bit run-down, certainly, but nothing more. I mean, I can't imagine my relatives, unicorn ponies of style and refinement, staying there otherwise! Especially if they're selling pearls and coral, those are quite valuable."

Fluttershy looked anxious, but Rarity ignored that; her friend was always worrying about something. "Uh... You may be right, Rarity," the pegasus said in a soft voice. "But... Maybe you should wait to see the place before getting your hopes up? I, um, I wouldn't want you to be disappointed..."

"Oh, Fluttershy, you worry too much. Everything will be fine, you'll see," Rarity replied with an airy laugh. The pegasus didn't seem quite convinced, and shared a worried look with the rest of their friends. All of them could remember Rarity's crushing disappointment at the Gala. Together they trotted up the last rise until they stood on the top of the hill, with Hoofsmouth spread before them, between the hills and the sea.

The sea! Rarity had never seen it with her own eyes before, and now she stood enraptured by its beauty. It was endless, wild, ancient and powerful; it was green and golden where the sun shone upon it, and blue-gray in the shadow of the swiftly moving clouds. It murmured, it whispered, it sang and roared. The wind blew across it, but Rarity knew that even the fiercest storms could only touch the surface of the sea. In the deeps, the sea belonged only to itself.

"It... it's so beautiful," she said in a choked voice, tears brimming in her eyes.

The unicorn blinked, only now paying any attention to the town. At the first glance, Hoofsmouth looked like any other pony town, if a bit more densely built and gray, but the longer you looked at it, the more the town's decay became evident. The thatched roofs, patched with seaweed, were sagging and the chimneys crumbling, and there were only a few houses whose windows were all intact, or which hadn't been crudely repaired with driftwood or pieces cannibalized from other houses. A few of the larger houses near the center of the town, with tiled roofs and crudely whitewashed walls, looked to be in better shape, but overall there couldn't have been more than one intact or semi-intact house for every four or five rotting ruins.

Hoofsmouth's narrow, crudely cobbled streets seemed almost abandoned. Only at the waterfront, where several boats were tied to piers that looked like the only well-maintained structures in the whole town, was there the sort of bustle of activity you'd expect from a normal Equestrian town... except that there were no pegasi anywhere. In Hoofsmouth, the air belonged to the sea birds only.

"Are you okay, Rarity?" Twilight asked, moving closer to her fellow unicorn who was staring at the town with a shocked look.

Rarity swallowed hard, then nodded. "I did get my hopes up a bit too much, didn't I? Now I do understand better why Mommy wanted to leave this place behind," she said with a forced laugh. "Come on, ladies. I want to get to the bottom of this whole mystery!"

Together, the six ponies began the steep descent to the slumbering, crumbling Hoofsmouth, and the ever-murmuring sea.

After confronting her parents, and learning a few more distressing things about her mother and her side of her family, Rarity heads out to Hoofsmouth with her friends. Surely, the place can't be as bad as everypony's suggesting?

- - -

This is a ponified retelling of The Shadow over Innsmouth by H.P. Lovecraft, if you for some reason hadn't noticed yet. This one's bit of a transitional episode, with a strong focus on Rarity, but I believe the rest of her friends will get more attention in the next chapters!

There will be horror, or at least creepy and possibly disturbing events, but I hope to keep things appropriately pony-like, with a little levity and humor in the mix.

I don't think I commented on this at the time, but I just went back to get a refresher on the end of chapter 2 before I start chapter 3, and I want to say I love how Rarity was so entranced by the sea she didn't even notice the town at first. It's a beautiful scene, but simultaneously creepy because we all know what it portends.

You are the first I've seen to successfully combine the wondrous world of Equestria with the creeping unease and otherworldly horror of H.P. Lovecraft. And you used my favorite story of Lovecraft's, to boot.

I thank you deeply.

I want -neigh, I NEED- more. While I know enough to gather that this doesn't bode well for Rarity, I have the feeling I will enjoy the journey to the end.

Rarity, don't let anything bad happen to Fluttershy. She is so sensitive. You cannot let her be sacrificed to an elder god. I trust Rainbow Dash to deal with the trouble by itself but your best friend need your help.